§ 23-1-26-2 — Consideration

Indiana § 23-1-26-2

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 26: Issuance of Shares

Text

(a) The powers granted in this section to the
board of directors may be reserved to the shareholders by the articles
of incorporation.
(b) The board of directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or
benefit to the corporation, including cash, promissory notes, services
performed, contracts for services to be performed, or other securities
of the corporation.
(c) The corporation may issue shares for such consideration
received or to be received as the board of directors determines to be
adequate. That determination by the board of directors is conclusive
insofar as the adequacy of consideration for the issuance of shares
relates to whether the shares are validly issued, fully paid, and
nonassessable.
(d) When the corporation receives the consideration for which the
board of directors authorized the issuance of shares, the shares issued
therefor are fully paid and nonassessable.
(e) The corporation may (but is not required to) place in escrow
shares issued for a contract for future services or benefits or a
promissory note, or make other arrangements to restrict the transfer of
the shares, and may (but is not required to) credit distributions in
respect of the shares against their purchase price, until the services are
performed, the note is paid, or the benefits received. If the services are
not performed, the note is not paid, or the benefits are not received, the
shares escrowed or restricted and the distributions credited may be
cancelled in whole or in part.

Legislative History

As added by P.L.149-1986, SEC.10. Amended by P.L.133-2009, SEC.16.